Common use of THE LITIGATION Clause in Contracts

THE LITIGATION. A. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ in the United States District Court for the Northern District of Texas and was brought on behalf of all persons and entities who purchased or otherwise acquired Trinity common stock between February 16, 2012 and April 24, 2015, inclusive (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27, 2015. On March 8, 2016, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiffs and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11, 2016, Lead Plaintiffs filed the Consolidated Complaint for Violations of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail system, and that such statements artificially inflated Trinity’s stock price. B. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇’s public statements were truthful, accurate, and not misleading, and that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, and loss causation. C. On June 14, 2016, Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Complaint on behalf of: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out of the finalization of the settlement documentation.

THE LITIGATION. A. The Action is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Schroeder, III in the United States District Court for the Northern Eastern District of Texas (the “Court”) and was brought on behalf of the certified Class of all persons and entities who purchased or otherwise acquired Trinity JCPenney common stock or call options, or who sold JCPenney put options, between February 16August 20, 2012 and April 242013 through September 26, 20152013, inclusive (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27October 1, 20152013. On March 8February 28, 20162014, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey NSPF as Lead Plaintiffs Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11June 8, 20162015, Lead Plaintiffs Plaintiff filed the Revised Consolidated Complaint for Violations Violation of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements to investors regarding changes made in 2005 to Trinityconcerning JCPenney’s ET-Plus guardrail systemliquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that such statements artificially inflated TrinityJCPenney’s stock price. B. , and those statements resulted in substantial damage to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇JCPenney’s public statements were truthful, accurate, accurate and not misleading, and that . As a result Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, scienter and loss causation. C. . On June 14September 11, 20162015, Magistrate Judge ▇▇▇▇▇▇▇▇ issued a report recommending that Defendants’ motion to dismiss be denied. On September 29, 2015, Judge ▇▇▇▇▇▇▇▇▇ issued an order adopting Judge ▇▇▇▇▇▇▇▇’▇ report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired ▇.▇. ▇▇▇▇▇▇ Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of ▇.▇. ▇▇▇▇▇▇ Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a motion to stay controlling interest, and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court legal representatives, affiliates, heirs, successors-in-interest or assigns of Appeals of a related qui tam judgment any such excluded party.” The pleadings and briefing submitted in United States ex relconnection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. During the Action the parties engaged in two unsuccessful mediation sessions with Judge ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Complaint on behalf of: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.). ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019However, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session continued discussions with ▇▇▇▇▇▇▇ ▇. Judge ▇▇▇▇▇▇▇▇▇, and on April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($7,500,000.0097,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. The At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of the finalization of the formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Tharp, Jr., in the United States District Court for the Northern District of Texas Illinois (the “Court”), and was brought on behalf of the Class (to be certified for settlement purposes) of all persons and entities Persons who purchased or otherwise acquired Trinity common stock between February 16of Baxter during the period from June 10, 2012 2009 through and April 24including May 3, 2015, inclusive 2010 (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27September 21, 2015. On March 82010, 2016and on November 30, 2010, the Court appointed ▇▇▇▇▇▇▇▇ Lead Plaintiff and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiffs and firm ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11January 28, 20162011, Lead Plaintiffs Plaintiff filed the Consolidated Class Action Complaint for Violations Violation of the Federal Securities Laws, and on April 15, 2011, Lead Plaintiff filed the Amended Consolidated Class Action Complaint for Violation of the Federal Securities Laws (“Complaint”), which alleges . The Complaint alleged that during the Class Period, Defendants made artificially inflated the Company’s stock price by misrepresenting and omitting material information concerning the true status of the remediation of the Company’s Colleague pumps and the state of and outlook of the Company’s plasma business. Lead Plaintiff avers that Defendants’ allegedly false and misleading statements to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail system, and that such statements omissions artificially inflated Trinity’s ▇▇▇▇▇▇’▇ stock price. B. price and when the truth was eventually disclosed, resulted in substantial damages to the Class. From the outset of the Actionlitigation, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or and misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, contend that ▇▇▇▇▇▇▇’s ’▇ public statements were truthful, accurate, and not misleading. As a result, and Defendants contend that Plaintiffs canLead Plaintiff could not prove any element of securities fraud. On May 27, including2011, but not limited toDefendants filed their motion to dismiss the Action, falsityasserting that Lead Plaintiff’s Complaint failed to state a claim for relief. Lead Plaintiff filed its opposition on July 21, scienter2011, and loss causation. C. Defendants filed their reply on August 11, 2011. On June 14January 23, 20162012, the Court entered an Order granting in part, and denying in part, Defendants’ motion to dismiss. The Order granted the motion to dismiss with respect to certain allegations in the Complaint related to the failed merger between CSL Limited and Talecris Biotherapeutics Holdings Corporation on ▇▇▇▇▇▇’▇ plasma- derivative products business, and denied the motion to dismiss as to the remainder of the Complaint. On February 17, 2012, Defendants filed a motion to certify an interlocutory appeal pursuant to 28 U.S.C. §1292(b) and a motion to stay and administratively close the proceedings pending Trinity’s appeal to a decision, which were both granted. Following briefing, on July 2, 2012, the Fifth Circuit United States Court of Appeals for the Seventh Circuit denied Defendants’ petition for an interlocutory appeal. Defendants filed their answer and separate defenses to the Complaint on August 27, 2012, and on January 28, 2013, Lead Plaintiff filed its motion for class certification. On December 12, 2014, the parties completed supplemental class certification briefing on the issue of price impact. During the litigation, the Settling Parties participated in a related qui tam judgment in United States ex rel. full-day mediation session with a well-respected mediator, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Complaint on behalf of: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and ▇ (ii) ▇▇▇▇▇▇▇ ▇.), who has extensive experience mediating complex class action litigations such as this Action. The parties ultimately agreed to settle the Action based upon a Mediator’s Proposal issued by Judge ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out of the finalization of the settlement documentation.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ in the United States District Court for the Northern District of Texas and was brought on behalf of the Class of all persons and entities who purchased or otherwise acquired Trinity common stock between February 16, 2012 2012, through and including April 24, 2015, inclusive (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27, 2015. On March 8, 2016, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiffs and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11, 2016, Lead Plaintiffs filed the Consolidated Complaint for Violations of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements by failing to disclose to investors regarding that ▇▇▇▇▇▇▇ secretly made dangerous changes made in 2005 to Trinity’s its ET-Plus guardrail systemsystem in 2005 without necessary approval from the Federal Highway Administration, exposing the Company to considerable civil and criminal liabilities, risk of lost business, and that such statements other negative financial consequences as a result. These misstatements and omissions artificially inflated Trinity▇▇▇▇▇▇▇’s stock price. B. , ultimately causing substantial damage to the Class when the truth was revealed. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇’s public statements were truthful, accurate, and not misleading. As a result, and Defendants contend that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, and loss causation. C. . On June 14, 2016, Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- cv-0089-JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Complaint on behalf of: (i1) ▇▇▇▇▇▇▇Trinity Industries, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (ii2) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a modify the schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to further modify the schedule to allow the parties to focus their efforts on mediation. D. . On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-non- monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out of the finalization of the settlement documentation.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Shah in the United States District Court for the Northern District of Texas and was Illinois (the “Court”). It is brought on behalf of a class (to be certified for settlement purposes only) of all persons and entities who purchased or otherwise acquired Trinity the common stock between February 16of Rubicon pursuant to the Company’s public offering on or about March 19, 2012 and April 24, 2015, inclusive 2014 (the “Class PeriodMarch 2014 Offering”), and were damaged thereby. The initial complaint was filed on April 2730, 2015 and alleged that Defendants violated §§11, 12(a)(2), and 15 of the Securities Act of 1933 (“Securities Act”). Thereafter, on July 15, 2015. On March 8, 2016, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey issued an order appointing Firerock Global Opportunity Fund LP as Lead Plaintiffs Plaintiff, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, LLP and ▇▇▇▇▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ , LLP as Lead Counsel. On May 11Lead Plaintiff filed its amended complaint on July 31, 2016, Lead Plaintiffs filed 2015 (the Consolidated Complaint for Violations of the Federal Securities Laws (“Amended Complaint”). Lead Plaintiff’s allegations in the Amended Complaint stem from the registration statement, prospectus, and prospectus supplement (collectively, the “Registration Statement”) filed by ▇▇▇▇▇▇▇ in connection with the Company’s March 2014 Offering. Lead Plaintiff alleged that the Registration Statement, which alleges became effective 12 days before the end of the first quarter of 2014, failed to disclose material information necessary to make the statements made not misleading and failed to disclose material trends, events, and uncertainties that were known to management and were reasonably expected to have a material impact on the Company’s income from continuing operations, as required by Item 303 of SEC Regulation S-K. In particular, Lead Plaintiff alleged that the Registration Statement, by incorporating SEC filings that reflected trends of shrinking losses and costs, failed to disclose that these trends had reversed during the Class Periodfirst quarter of 2014. Lead Plaintiff further alleged that the Registration Statement failed to disclose significant development costs and risks associated with ▇▇▇▇▇▇▇’s new and highly touted “PSS” product and also failed to disclose that the Company was selling certain products at or below cost, Defendants made which would result in a material inventory write-off. Finally, Lead Plaintiff alleged that the “risk factors” in the Registration Statement regarding costs, inventory write-offs, and the PSS product were false and misleading statements to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail system, and because they only warned of what might occur if certain contingencies were met; they did not make clear that such statements artificially inflated Trinity’s stock price. B. contingencies had, in fact, already manifested. From the outset of the Actionlitigation, Defendants have denied all of these allegations and have consistently maintained that they never made any statement to the market that Registration Statement was not false or misleading, nor did they ever direct anyone to make public statements misleading and stated all known material trends as required by Item 303 of SEC Regulation S-K. Defendants also contend that any losses suffered by members of the Class were not caused by any false or misleadingmisleading statements by Defendants and/or were caused by intervening events. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇’s public statements were truthful, accurate, and not misleading, and that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, and loss causation. C. On June 14, 2016, Defendants filed anticipated filing a motion to stay and administratively close proceedings pending Trinity’s appeal to dismiss the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016Amended Complaint. On August 1828, 20162015, Defendants filed motions however, the Settling Parties requested a stay of the motion to dismiss briefing schedule to allow the Complaint Settling Parties sufficient time to pursue mediation, which the Court granted on behalf of: (i) ▇▇▇▇▇▇▇August 31, ▇▇▇▇▇ ▇2015. ▇▇▇▇▇The Settling Parties participated in a full-day mediation session, and ▇as well as numerous follow up communications, with well-respected mediator ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., who has extensive experience mediating complex class action cases such as this Action. The mediation included the exchange of mediation statements prepared by Lead Plaintiff and Defendants. These mediation statements detailed the parties’ respective arguments concerning liability and damages. Leading up to and during the mediation, the parties had substantial communications with the mediator and with each other regarding their respective views of the merits of the Action. The Settling Parties did not reach an agreement at the end of the mediation. After additional communications between ▇; and (ii) ▇. ▇▇▇▇▇▇ and the Settling Parties, the Settling Parties ultimately agreed to an agreement-in-principle to settle the Action based upon a Mediator’s Proposal issued by ▇▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017After further negotiations, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties Settling Parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out complete terms of the finalization of the settlement documentationSettlement set forth in this Stipulation.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Schroeder in the United States District Court for the Northern Eastern District of Texas and was brought on behalf of the certified Class of all persons and entities who purchased or otherwise acquired Trinity JCPenney common stock or call options, or who sold JCPenney put options, between February 16August 20, 2012 2013, through and April 24including September 26, 2015, inclusive 2013 (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27October 1, 2015. On March 82013, 2016and on February 28, 2014, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey NSPF as Lead Plaintiffs Plaintiff and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11June 8, 20162015, Lead Plaintiffs Plaintiff filed the Revised Consolidated Complaint for Violations Violation of the Federal Securities Laws (“Complaint”), which alleges that during the Class Period, Defendants made false and misleading statements to investors regarding changes made in 2005 to Trinityconcerning JCPenney’s ET-Plus guardrail systemliquidity, need for additional financing, sufficiency of inventory, and strength of supplier relationships that such statements artificially inflated TrinityJCPenney’s stock price. B. price and those statements resulted in substantial damages to the Class. From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement to the market that was false or misleading, nor did they ever direct anyone to make public statements that were false or misleading. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇times that JCPenney’s public statements were truthful, accurate, accurate and not misleading. As a result, and Defendants contend that Plaintiffs cannot prove any element of securities fraud, including, but not limited to, falsity, scienter, scienter and loss causation. C. . On June 14September 11, 20162015, Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Magistrate Judge ▇▇▇▇▇▇▇▇ denied issued a report recommending that Defendants’ motion to stay on July 5, 2016dismiss be denied. On August 18September 29, 20162015, Defendants filed motions to dismiss the Complaint on behalf of: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (ii) ▇▇▇▇▇▇▇ ▇. Judge ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file ▇ issued an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. order adopting Judge ▇▇▇▇▇▇▇▇’▇ report. Thereafter, Defendants filed an answer denying all material allegations of the Complaint and asserting their defenses. On March 8, 2017, the Court entered an order appointing Plaintiff NSPF as class representative and certifying the Class defined as: “All persons who, between August 20, 2013 and September 26, 2013 (the “Class Period”), purchased or otherwise acquired ▇.▇. ▇▇▇▇▇▇ Company, Inc. securities, and were damaged thereby. Excluded from the Class are current and former defendants, members of the immediate family of any current or former defendants, directors, officers, subsidiaries and affiliates of ▇.▇. ▇▇▇▇▇▇ Company, Inc., any person, firm, trust, corporation, officer, director or other individual or entity in which any current or former defendant has a controlling interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such excluded party.” The pleadings and briefing submitted in connection with class certification made clear that this class definition includes persons who, during the same period, sold JCPenney put options and were damaged thereby. On April 17, 2017, the parties provisionally agreed to settle the Action for financial consideration in the amount of Ninety-Seven Million, Five Hundred Thousand Dollars ($7,500,000.0097,500,000.00), subject to their ability to reach agreement on several non-monetary terms that were still being negotiated. The At that time, Lead Plaintiff was unwilling to stay additional litigation, and Lead Counsel continued to pursue discovery, including by deposing a third-party witness on April 20, 2017. On April 21, 2017, the parties finalized a written term sheet, which documented their agreement to the financial consideration and several contested non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out a term that was still being negotiated if the parties were unable to resolve it themselves, and it included terms to expedite the preparation and filing of the finalization of the formal settlement documentation. As of April 21, 2017, the parties also agreed to cancel then-scheduled depositions and to seek to stay further litigation activity while they finalized the Settlement Agreement.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Broderick in the United States District Court for the Northern Southern District of Texas New York (the “Court”) and was brought on behalf of a Class (to be certified for settlement purposes) of all persons and entities who purchased or otherwise acquired Trinity common stock between February 16CNinsure American Depositary Shares (“ADSs”) during the period from March 2, 2012 2010 through and April 24including November 21, 2015, inclusive 2011 (the “Class Period”), and were damaged thereby. The initial complaint was filed on April 27October 17, 2015. On March 82011, 2016and on June 26, 2012, the Court appointed ▇▇▇▇▇▇▇▇ and Pipefitters, the UA Fund, and New Jersey as Lead Plaintiffs and the firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11August 13, 20162012, Lead Plaintiffs filed the Consolidated Amended Class Action Complaint for Violations Violation of the Federal Securities Laws (“Complaint”), which alleges alleged that during the Class Period, Defendants made 1 To date, Lead Plaintiffs have been unable to effect service upon defendants ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇ (the “Unserved Defendants”). Defendant actively misrepresented and concealed from investors that a material portion of CNinsure’s rapid growth and financial success was attributable to the Company’s equity incentive compensation scheme. Lead Plaintiffs allege that Defendant’s allegedly materially false and misleading statements to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail system, and that such statements artificially inflated Trinitythe price of CNinsure’s stock price. B. ADSs and when the truth was eventually disclosed, resulted in substantial damages to the Class. From the outset of the Actionlitigation, Defendants have Defendant has denied all of these allegations and consistently maintained that they it never made any statement to the market that was or that it believed was false or misleading, nor did they it ever direct anyone to make public statements that were or that it believed were false or and misleading. Defendants Defendant believed at the time and still believe believes that, during the Class Period and at all other times, ▇▇▇▇▇▇▇CNinsure’s public statements were truthful, accurate, accurate and not misleading. As a result, and Defendant contends that Lead Plaintiffs cancould not prove any element of securities fraud. On October 1, including2012, but not limited toCNinsure filed its motion to dismiss the Action, falsityarguing that Lead Plaintiffs’ Complaint failed to state a claim for relief. Lead Plaintiffs filed their opposition on November 29, scienter2012, and loss causation. C. CNinsure filed its reply on January 10, 2013. On June 1424, 20162013, Defendants filed a the Court entered an order denying CNinsure’s motion to stay dismiss. CNinsure filed its Answer on August 9, 2013. The parties have served discovery requests, and administratively close proceedings pending Trinity’s appeal to have met and conferred on the Fifth Circuit Court scope of Appeals of discovery. On February 17, 2014, the Settling Parties participated in a related qui tam judgment in United States ex rel. ▇▇full-day mediation session with a well-respected mediator, Professor ▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc.who has extensive experience mediating complex class action litigations such as this Action. Following arm’s-length negotiations, No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Complaint on behalf of: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in on the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out of the finalization of the settlement documentationterms set forth herein.

THE LITIGATION. A. The Action This case is currently pending before the ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇. Alonso in the United States District Court for the Northern District of Texas and was Illinois (“the Court”). It is brought on behalf of the Class (to be certified for settlement purposes only) of all persons and entities who purchased or otherwise acquired Trinity the common stock of Allscripts between February 16November 8, 2012 2010 and April 2426, 20152012, inclusive (“the “Class Period”) and were damaged by Defendants’ alleged violations of §§10(b), 20(a), and were damaged thereby20A of the Securities Exchange Act of 1934 (“Exchange Act”). The initial complaint was filed on April 27May 2, 2015. On March 82012, 2016and on November 9, 2012, the Court appointed ▇▇▇▇▇▇▇▇ issued an order appointing The Government of Bermuda Contributory and Pipefitters, Public Service Superannuation Pension Plans and the UA Fund, and New Jersey International Brotherhood of Electrical Workers Local Union 38 Pension Fund as Lead Plaintiffs Plaintiffs, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as Lead Counsel. On May 11January 10, 20162013, Lead Plaintiffs filed the Consolidated Complaint for Violations of the Federal Securities Laws their complaint, which was amended on May 15, 2013 (“the Amended Complaint”), which alleges . Lead Plaintiffs alleged in the Amended Complaint that during the Class Period, Defendants made false and misleading statements to investors regarding changes made in 2005 to Trinity’s ET-Plus guardrail systemthe success of Allscripts’ merger with Eclipsys Corporation, and in particular regarding the progress of Defendants’ efforts to integrate the two companies’ software products and personnel. Lead Plaintiffs further alleged that such statements artificially inflated Trinity’s Defendants’ financial guidance for 2012 did not have a reasonable basis, because of the undisclosed obstacles to product integration and discord within the Company. Finally, Lead Plaintiffs alleged that Defendant ▇▇▇▇▇▇▇ sold 100,000 shares of Allscripts stock price. B. while in possession of material, nonpublic information, in violation of §20A of the Exchange Act. From the outset of the Actionlitigation, Defendants have denied all of these allegations and have consistently maintained that they never made any statement to the market that was or that they believed was false or misleading, that their statements were forward-looking and protected by the Private Securities Litigation Reform Act’s Safe Harbor provisions, and that Defendants’ stock sales neither violated §20A of the Exchange Act nor did they ever direct anyone to make public statements that were false or misleadingsupported an inference of scienter. Defendants believed at the time and still believe that, during the Class Period and at all other times, ▇▇▇▇▇▇▇’s Defendants’ public statements were truthful, accurate, and not misleading, including those statements regarding the integration of products and personnel, and that their 2012 financial guidance had a reasonable basis. As a result, and as argued in their motion to dismiss the Action, which is pending at the time of this Settlement, Defendants contend that Lead Plaintiffs did not plead an actionable claim and cannot prove any element of securities fraud, including, but not limited to, falsityscienter. On May 28, scienter2013, and loss causation. C. On June 14, 2016, Defendants filed a motion to stay and administratively close proceedings pending Trinity’s appeal to the Fifth Circuit Court of Appeals of a related qui tam judgment in United States ex rel. ▇▇▇▇▇▇ ▇▇▇▇▇▇ v. Trinity Industries, Inc., No. 2:12-cv-0089- JRG (E.D. Tex.) (“Harman”). Judge ▇▇▇▇▇▇▇▇ denied moved to dismiss the Amended Complaint with prejudice, asserting that Lead Plaintiffs failed to state a claim for relief and that further amendments would be futile. Lead Plaintiffs filed their opposition on June 24, 2013, and Defendants filed their reply on July 22, 2013. At the time the Settling Parties reached an agreement to settle the Action, Defendants’ motion to stay on July 5, 2016. On August 18, 2016, Defendants filed motions to dismiss the Amended Complaint on behalf of: (i) ▇▇▇▇▇▇▇was pending before the Court. During the litigation, ▇▇▇▇▇ ▇. ▇▇▇▇▇the Settling Parties participated in a full-day mediation session, and ▇as well as numerous follow up communications, with well-respected mediator ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., who has extensive experience mediating complex class action litigations such as this Action. The mediation included the exchange of lengthy briefs detailing the parties’ respective arguments concerning liability and damages and substantial communications with the mediator and with each other regarding their respective views of the merits of the Action. The parties ultimately agreed to settle the Action based upon a Mediator’s Proposal issued by ▇; and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. On October 4, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions, and Defendants filed their reply briefs on November 18, 2016. On March 13, 2017, the Court sua sponte reconsidered its previous denial of Defendants’ motion to stay, granted that motion, and administratively closed proceedings pending the Fifth Circuit’s decision in the related Harman case. On September 29, 2017, the Fifth Circuit reversed the verdict in Harman and rendered judgment as a matter of law in favor of ▇▇▇▇▇▇▇. On February 12, 2018, the plaintiff in Harman filed a petition for a writ of certiorari with the U.S. Supreme Court, which was denied on January 7, 2019. On February 21, 2019, the parties in the present Action jointly stipulated to a schedule for Plaintiffs to file an amended complaint. On May 8, 2019, the parties agreed to modify the schedule to allow the parties to focus their efforts on mediation. D. On June 18, 2019, the parties engaged in a successful mediation session with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the parties agreed to settle the Action for financial consideration in the amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000.00). The parties finalized a written term sheet, which documented their agreement to the financial consideration and several non-monetary settlement terms. The term sheet provided, among other things, that the mediator was vested with binding authority to promptly resolve any disputes arising out of the finalization of the settlement documentation.